Seventh Addendum and Amendment to Support Services Agreement, dated as of January 1, 2019 by and among PEAK6 Investments, L.P., Apex Clearing Holdings LLC and Apex Clearing Corporation
Seventh Addendum and Amendment to Support Services Agreement
This SEVENTH ADDENDUM AND AMENDMENT TO SUPPORT SERVICES AGREEMENT by and among PEAK6 Investments, L.P (Providing Party), Apex Clearing Holdings LLC (ACH) and Apex Clearing Corporation (Apex) is made and entered into as of January 1, 2019 (this Addendum).
WHEREAS, on June 5, 2012, Providing Party and ACH entered into that certain Support Services Agreement (the Original Agreement); and
WHEREAS, on December 1, 2012, ACH, Providing Party and Apex entered into an Addendum and Amendment to add Apex as a party to the Original Agreement; and
WHEREAS, on September 28, 2018, PEAK6 Investments L.P. was converted to the Delaware limited liability company PEAK6 Group LLC, which shall replace PEAK6 Investments L.P. as the Providing Party hereinafter;
WHEREAS, ACH, Providing Party and Apex desire to enter into this Addendum to specify responsibilities required by Apex for Apex to continue to receive certain pricing services from the Providing Party.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1.1. Use of Defined Terms. Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the Original Agreement shall have such meanings when used in this Addendum. The term Providing Party shall now mean PEAK6 Group LLC.
Section 2.1 Charges for Services.
(a) The parties agree that the fee arrangement for the services set forth below was determined in accordance with Section 4 of the Original Agreement, as amended, and is applicable for the services specified below as of January 1, 2019 and continuing for as long as such services are provided or until earlier amended pursuant to the Original Agreement.
Subject to Section 2.1(b) hereof, Providing Party will provide Apex with certain consulting services, listed below, and, from time to time, services from specific individuals. Providing Party will bill Apex, in accordance with the Original Agreement, for the actual time spent rendering such services to Apex.
|Finance||Legal and Contract Negotiation|
|HR & Recruiting||Business Development|
(b) The parties agree that each of the services listed as a line item in Section 2.1(a) hereof may be terminated individually without penalty by Apex or Providing Party by providing written notice, which may be via email sent by an authorized officer of such party, to the other party. Such termination shall be effective beginning the final day of the month in which such written notice is received by the other party, and, upon such termination effective date, the party receiving such terminated service shall no longer be obligated to pay for such terminated service.
Section 3.1 References to the Original Agreement. Except for the amendments expressly set forth above, the Original Agreement is unmodified hereby. Reference to this specific Addendum need not be made in the Original Agreement, or any other instrument or document executed in connection therewith, or in any certificate, any reference in any of such items to the Original Agreement being sufficient to refer to the Original Agreement as amended hereby. This Addendum is expressly made a party of the Original Agreement.
Section 3.2 Amendments. This Addendum, including the costs and services set forth herein, may be amended, modified or supplemented at any time by mutual written agreement of the parties to this Addendum, which agreement may be via email between authorized officers of the parties hereto.
Section 3.3 Incorporation of Provisions. Sections 7 and 14 of the Original Agreement are incorporated by reference herein mutatis mutandis.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representative with effect as of January 1, 2019.
|PEAK6 GROUP LLC|
/s/ Jay Coppoletta
|Name: Jay Coppoletta|
|Title: Chief Corp Dev & Legal Officer|
|APEX CLEARING HOLDINGS LLC|
/s/ Jay Coppoletta
|Name: Jay Coppoletta|
|APEX CLEARING CORPORATION|
/s/ William Capuzzi
|Name: William Capuzzi|
|Title: Chief Executive Officer|